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ICC Model Mergers & Acquisitions Contract – Share Purchase
Model share purchase agreement for transferring a business or company through acquisition of the entire issued share capital of the business entity.
What are the main features of this model?
An international business transaction requires a precise and detailed underlying contract. However, it can be expensive and time-consuming to draft such a contract oneself. The ICC Model Mergers and Acquisitions Contract – Share Purchase responds to the market’s need for a reliable and equitable template, providing a set of clear and concise standard provisions relating to acquisition of issued share capital.
Mergers and acquisitions (M & A) agreements cover a variety of contracts to transfer businesses or companies. This model share purchase agreement is useful in situations where the entire issued share capital of a company or business is acquired by another.
This model is a valuable tool for parties and lawyers who are not specialized in M&A contracts and are looking for a template to help in drafting a basic and simple contract. It covers the most common issues involved while leaving enough flexibility for the parties to work out special situations for themselves. Issues addressed include:
- Pre-closing and post-closing undertakings
- Purchase price and closing
- The effect of material adverse changes
- Warranties and breach of warranties
- Indemnification, indemnification procedure, and limitation of liability
- Restrictive covenants
- Claims and dispute resolution
Many other issues (e.g. conditions that must be met before closing, documents to be provided at closing, et al) are covered in a set of useful annexes and schedules.
Get this model contract
ICC Model Mergers & Acquisitions Contract 1 – Share Purchase Agreement
M&A agreements cover a variety of contracts to transfer businesses or companies. This shared purchase agreement becomes especially useful in any situation where the entire issued share capital of a company or business is acquired by another.
Are there additional related ICC publications ?
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